Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 22, 2026, the Compensation Committee of Board of Directors of Adeia Inc. (the “Company”) approved certain changes described below to its existing severance agreements (each, a “Prior Severance Agreement”) entered into with each of (i) Keith A.…
Adeia Inc. (Nasdaq: ADEA) develops foundational innovations that shape how the world computes, connects and experiences entertainment. Its inventions span a broad range of semiconductor and media technologies, including 3D interconnect (hybrid bonding) and advanced thermal management for AI datacenters, as well as content discovery, personalization, and streaming. These inventions are licensed to leaders across the chip design and manufacturing, consumer electronics, automotive, digital entertainment, and e-commerce industries. Adeia’s innovations enable more powerful and efficient products, and more immersive, personalized experiences across billions of devices worldwide. Learn more at www.adeia.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2026, the Compensation Committee of Board of Directors of Adeia Inc. (the “Company”) approved certain changes described below to its existing severance agreements (each, a “Prior Severance Agreement”) entered into with each of (i) Keith A. Jones, the Company’s Chief Financial Officer, (ii) Dr. Mark Kokes, the Company’s Chief Revenue Officer, and (iii) Kevin Tanji, the Company’s Chief Legal Officer and Secretary. Such changes will be memorialized in an amended and restated severance agreement to be entered into with each such executive officer (each, an “Amended & Restated Severance Agreement”), a form of which shall be filed with the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2026. Unless expressly stated below, each Amended & Restated Severance Agreement shall be substantially the same as the corresponding Prior Severance Agreement, a form of which is filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and will supersede and replace the corresponding Prior Severance Agreement.
Each Amended & Restated Severance Agreement will reflect the following changes:
• If the applicable executive experiences a Qualifying Termination (as defined therein), the executive will additionally be entitled to receive immediate acceleration of vesting, as of the date of termination, of outstanding equity awards scheduled to vest within 12 months following the termination date (or for any, performance-based equity awards, (i) those with a multi-year performance period that ends during such period or (ii) to the extent any such award contains performance goals measured against fiscal year performance within a multi-year performance period, those with any such fiscal year(s) that have been completed on or prior to the termination date), with performance-based equity awards vesting based on the following, except to the extent alternative acceleration is specifically provided for pursuant to the grant documents: (a) actual performance achievement, with respect to any performance goals measured against fiscal year performance within an applicable multi-year performance period to the extent any such fiscal year(s) have previously been completed on or prior to the termination date, and (b) the greater of target performance achievement and actual performance achievement (to the extent determinable as of the termination date, as determined in the sole discretion of the Company), with respect to any other performance goals.
• If the applicable executive experiences a CIC Qualifying Termination (as defined therein), the executive’s existing entitlement to receive immediate acceleration of vesting, as of the later of the date of termination or the date of such change in control, of all outstanding equity awards, the level of performance-based equity award vesting will be based on the following, except to the extent alternative acceleration is specifically provided for pursuant to the grant documents: (a) actual performance achievement, with respect to any performance goals measured against fiscal year performance within an applicable multi-year performance period to the extent any such fiscal year(s) have previously been completed on or prior to the date of the Change in Control (as defined therein), and (b) the greater of target performance achievement and actual performance achievement (to the extent determinable as of the date of the Change in Control, as determined in the sole discretion of the Company), with respect to any other performance goals.
The foregoing description of each Amended & Restated Severance Agreement does not purport to be a complete description of each Amended & Restated Severance Agreement or of the provisions summarized herein and is qualified in its entirety by reference to the actual text of the form of Amended & Restated Severance Agreement that will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2026.
